OMEGA PROTEIN CORPORATION (NYSE:OME) Files An 8-K Regulation FD DisclosureItem 7.01.
Regulation FD Disclosure.
On November27, 2017, Omega Protein Corporation, a Nevada Corporation (the “Company”), issued a press release announcing it has established a date of December 19, 2017 for the special meeting of Company stockholders (the “Special Meeting”) to consider and vote upon a proposal to approve and adopt the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated as of October5, 2017, by and among the Company, Cooke Inc., a corporation duly incorporated under the laws of the Province of New Brunswick, Canada (“Cooke”), and Alpha MergerSub, Inc., a Nevada corporation and a direct wholly owned subsidiary of Cooke, and other related matters (collectively, the “Proposed Transaction”). In the press release, the company also announced that it has filed a definitive proxy statement in connection with the Special Meeting and expected to commence the mailing of definitive proxy materials on or about November 27, 2017. As previously announced, only Company stockholders of record at the close of business on November24, 2017 will be entitled to receive notice of and to vote at the Special Meeting.
A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
To the extent required, the information set forth in Item 7.01 is incorporated into this Item 7.01 by reference.
Additional Information for Stockholders
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Cooke and the Company.
The Proposed Transaction will be submitted to the stockholders of the Company for their consideration. In connection with the Proposed Transaction,the Company has filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”). In addition, the Company may also file other relevant documents with the SEC regarding the Proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain a free copy of the proxy statement(s) (when available) and other documents filed with the SEC by the Company at its website, www.omegaprotein.com, or at the SEC's website, www.sec.gov. The proxy statement(s) and other relevant documents may also be obtained for free from the Company by directing such request to Omega Protein Corporation, to the attention of the Corporate Secretary, 2105 City West Boulevard, Suite 500, Houston, Texas 77042, or by calling the Company’s proxy solicitor, Morrow Sodali LLC toll free at (800) 662-5200.
Participants in the Solicitation
The Companyand its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Proposed Transaction. Information about the directors and executive officers of the Company is set forth in the Proxy Statement on Schedule 14A for the 2017 annual meeting of stockholders of the Company, which was filed with the SEC on April 28, 2017. This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary proxy statement and will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking Information
Forward-looking statements in thisForm 8-K, future filings by the Company with the SEC, the Company’s press releases and oral statements by authorized officers of the Company are intended to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainty. The Company believes that forward-looking statements made by it are based on reasonable expectations; however, no assurances can be given that actual results will not differ materially from those contained in such forward-looking statements. Forward-looking statements involve statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include the words “estimate,” “project,” “anticipate,” “expect,” “predict,” “assume,” “believe,” “could,” “would,” “hope,” “may” or similar expressions. In evaluating those statements, you should carefully consider the information above as well as the risks outlined in Item 1A. Risk Factors inthe Company’sForm 10-K for the year ended December 31, 2016 and the Company’s Form 10-Qs for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017.The statements in this Form 8-K that are not historical statements are forward-looking statements within the meaning of the federal securities laws, including, among other things, statements regarding the expected timetable for completing the Proposed Transaction. These statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: the failure to obtain the required votes of the Company’s stockholders; the timing to consummate the Proposed Transaction; the failure to satisfy the conditions to closing of the Proposed Transaction or the failure of the closing to occur; the risk that a regulatory or judicial approval (including United States Maritime Administration approval) that may be required to consummate the Proposed Transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; expectations regarding regulatory approval of the transaction; results of litigation, settlements and investigations; actions by third parties, including governmental agencies; global economic conditions; adverse industry conditions; adverse credit and equity market conditions; the loss of, or reduction in business with, key customers; legal proceedings; the ability to effectively identify and enter new markets; governmental regulation; the ability to retain management and other personnel; and other economic, business, or competitive factors.
Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in the Company’s SEC filings. The Company’s filings may be obtained by contacting the Company or the SEC or through the Company’s web site at www.omegaprotein.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at http://www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statement.
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Item 7.01. |
Financial Statements and Exhibits. |
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99.1 |
Press release of Omega Protein Corporation dated November 27, 2017. |
OMEGA PROTEIN CORP ExhibitEX-99.1 2 ex_101071.htm EXHIBIT 99.1 ex_101071.htm Exhibit 99.1 Omega Protein Announces Date for Special Meeting to Approve Merger HOUSTON,…To view the full exhibit click here
About OMEGA PROTEIN CORPORATION (NYSE:OME)
Omega Protein Corporation is a nutritional products company that develops, produces and delivers nutritious products across the world. The Company operates through two segments: animal nutrition and human nutrition. The Company’s animal nutrition segment consists primarily of two subsidiaries: Omega Protein, Inc. (Omega Protein) and Omega Shipyard, Inc. (Omega Shipyard). Omega Protein operates approximately three menhaden processing plants in the states of Louisiana, Mississippi and Virginia. The human nutrition segment does business under the name Bioriginal, which includes all of the human nutrition businesses. Bioriginal has over three primary product lines: plant and marine based specialty oils, protein products and other nutraceutical ingredients. Bioriginal consists of approximately four subsidiaries: Bioriginal Food & Science Corp. (Bioriginal Food & Science), Wisconsin Specialty Protein, L.L.C. (WSP), Cyvex Nutrition, Inc. (Cyvex) and InCon Processing, L.L.C. (InCon).